DGII / Digi International Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Digi Acquires Jolt to Accelerate ARR Growth and Strengthen SmartSense’s Market-Leading Offerings

Digi Acquires Jolt to Accelerate ARR Growth and Strengthen SmartSense’s Market-Leading Offerings (Minneapolis, MN – August 18, 2025) - Digi International Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 18, 2025 Date of report (date of earliest event reported) Digi International

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 18, 2025 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 6, 2025 Date of report (date of earliest event reported) Digi International

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 6, 2025 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Empl

Digi International Reports Third Fiscal Quarter 2025 Results

Exhibit 99.1 Digi International Reports Third Fiscal Quarter 2025 Results Revenue of $108M, Record End of Quarter ARR of $126M Raises Fiscal Year 2025 Guidance (Minneapolis, MN, August 6, 2025) - Digi International Inc. ("Digi" or the "Company") (Nasdaq: DGII), a leading global provider of business and mission-critical Internet of Things ("IoT") products, services and solutions, today announced it

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (this “Report”) of Digi International Inc. (“Company,” “we,” “us” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2024 to December 31, 2024. The Rule requires disclosure of certain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-34033 41-1532464 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 9350 Excelsior Blvd., Suite 700 Hopkins, Minnesota 55343 (Address of princ

As filed with the Securities and Exchange Commission on May 8, 2025.

As filed with the Securities and Exchange Commission on May 8, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE Securities Act of 1933 DIGI INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) Delaware 41-1532464 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl

Consent of Deloitte & Touche LLP.

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 22, 2024, relating to the consolidated financial statements of Digi International Inc.

Filed Electronically

Calculation of Filing Fee Tables S-8 DIGI INTERNATIONAL INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $.

Digi International Inc. 2021 Omnibus Incentive Plan (as amended and restated on February 3, 2025)

Exhibit 99(a) Digi International Inc. 2021 Omnibus Incentive Plan (as Amended and Restated) 1.       Purpose. The purpose of the Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated (the “Plan”), is to promote the interests of the Company and its stockholders by providing key personnel of the Company and its Affiliates and Non-Employee Directors with an opportunity to acqui

Consent of Grant Thornton LLP.

Exhibit 23(c) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated November 23, 2022, with respect to the consolidated financial statements of Digi International Inc.

Digi International Reports Second Fiscal Quarter 2025 Results

Exhibit 99.1 Digi International Reports Second Fiscal Quarter 2025 Results Growing Profit Margins, Cash Flow from Operations of $26M Revenue of $105M, Record End of Quarter ARR of $123M (Minneapolis, MN, May 7, 2025) - Digi International Inc. ("Digi" or the "Company") (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and soluti

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 7, 2025 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIO

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Digi International Reports First Fiscal Quarter 2025 Results

Exhibit 99.1 Digi International Reports First Fiscal Quarter 2025 Results Revenue of $104M, Record End of Quarter ARR of $120M Cash Flow From Operations of $30M (Minneapolis, MN, February 5, 2025) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial results fo

Digi International Inc. 2021 Omnibus Incentive Plan (as amended and restated on February 3, 2025)

Digi International Inc. 2021 Omnibus Incentive Plan (as Amended and Restated) 1.       Purpose. The purpose of the Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated (the “Plan”), is to promote the interests of the Company and its stockholders by providing key personnel of the Company and its Affiliates and Non-Employee Directors with an opportunity to acquire a proprieta

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNA

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 5, 2025 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Digi International Announces the Nomination of Two Accomplished Executives to its Board of Directors and the Pending Retirement of Sally Smith from the Board of Directors Nomination of two new members for election to the Board would bring deep knowle

Exhibit 99.1 FOR IMMEDIATE RELEASE Digi International Announces the Nomination of Two Accomplished Executives to its Board of Directors and the Pending Retirement of Sally Smith from the Board of Directors Nomination of two new members for election to the Board would bring deep knowledge and industry expertise to their board roles MINNEAPOLIS, December 13, 2024 – Digi International (Nasdaq: DGII,

Digi International Announces the Nomination of Two Accomplished Executives to its Board of Directors and the Pending Retirement of Sally Smith from the Board of Directors Nomination of two new members for election to the Board would bring deep knowle

Exhibit 99.1 FOR IMMEDIATE RELEASE Digi International Announces the Nomination of Two Accomplished Executives to its Board of Directors and the Pending Retirement of Sally Smith from the Board of Directors Nomination of two new members for election to the Board would bring deep knowledge and industry expertise to their board roles MINNEAPOLIS, December 13, 2024 – Digi International (Nasdaq: DGII,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 11, 2024 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIONAL

Subsidiaries of the Company

Exhibit 21 Subsidiaries of the Company Name Jurisdiction Accelerated Concepts, Inc.

Consent of Deloitte & Touche LLP

Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated November 23, 2022, with respect to the consolidated financial statements included in the Annual Report of Digi International Inc.

Insider Trading Policy

DIGI INTERNATIONAL INC. Business Conduct Policy TITLE: INSIDER TRADING POLICY POLICY: Federal and state securities laws prohibit individuals from trading in the securities of a company while they are aware of material information about that company that is not generally known or available to the public. Such trading is often referred to as “insider trading.” All employees worldwide are prohibited

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Powers of Attorney

Exhibit 24 DIGI INTERNATIONAL INC. Power of Attorney The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint James J. Loch and David H. Sampsell, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and af

Consent of Grant Thornton LLP

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Forms S-8 (File Nos.

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances un

Offer letter with Jim Freeland dated January 29, 2024

1/29/2024 Jim Freeland [ADDRESS] Dear Jim, On behalf of Digi International, we are pleased to offer you employment as Sr.

Policy Relating to Recovery of Erroneously Awarded Compensation

DIGI INTERNATIONAL INC. Mandatory Clawback Policy Adopted November 7, 2023 A.Policy The Board of Directors (the “Board”) of Digi International Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces that pay-for-performance is a significant component of the Company’s co

Digi International Reports Fourth Fiscal Quarter and Full Year 2024 Results

Exhibit 99.1 Digi International Reports Fourth Fiscal Quarter and Full Fiscal 2024 Results Annual Revenue of $424M, Record End of Quarter ARR of $116M Full Year Cash Flow From Operations of $83M (Minneapolis, MN, November 13, 2024) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 13, 2024 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 7, 2024 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Empl

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Digi International Reports Third Fiscal Quarter 2024 Results

Exhibit 99.1 Digi International Reports Third Fiscal Quarter 2024 Results Revenue of $105M, Record End of Quarter ARR of $113M Cash Flow From Operations of $25M (Minneapolis, MN, August 7, 2024) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial results for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATION

VIA EDGAR

July 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attention: Dave Edgar Re: Digi International Inc. Form 10-K for the fiscal year ended September 30, 2023 Form 8-K furnished on January 31, 2024 File No. 001-34033 Ladies and Gentlemen: Set forth below is the response of Digi International Inc.

VIA EDGAR

June 18, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attention: Dave Edgar Re: Digi International Inc. Form 10-K for the fiscal year ended September 30, 2023 Form 8-K furnished on January 31, 2024 File No. 001-34033 Ladies and Gentlemen: Set forth below is the response of Digi International Inc.

VIA EDGAR

June 4, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attention: Kathleen Collins, Dave Edgar Re: Digi International Inc. Form 10-K for the fiscal year ended September 30, 2023 Form 8-K furnished on January 31, 2024 File No. 001-34033 Dear Ms. Collins and Mr. Edgar: On behalf of Digi International

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (this “Report”) of Digi International Inc. (“Company,” “we,” “us” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2023 to December 31, 2023. The Rule requires disclosure of certain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-34033 (State or other jurisdiction of incorporation) 9350 Excelsior Blvd., Suite 700 Hopkins, Minnesota (Commission file number) 55343 (Address of principal executive offices) (Zip Code) David H. Samp

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIO

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

VIA EDGAR

May 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attention: Kathleen Collins, Dave Edgar Re: Digi International Inc. Form 10-K for the fiscal year ended September 30, 2023 File No. 001-34033 Dear Ms. Collins and Mr. Edgar: On behalf of Digi International Inc. (the “Company”), this letter confi

Digi International Reports Second Fiscal Quarter 2024 Results

Exhibit 99.1 Digi International Reports Second Fiscal Quarter 2024 Results Revenue of $108M, Record End of Quarter ARR of $110M Cash Flow From Operations was $13 Million (Minneapolis, MN, May 1, 2024) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial result

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 1, 2024 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Employe

VIA EDGAR

FOIA Confidential Treatment of Limited Portions Requested by Digi International Inc.

VIA EDGAR

March 15, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attention: Kathleen Collins, Dave Edgar Re: Digi International Inc. Form 10-K for the fiscal year ended September 30, 2023 Form 8-K furnished on January 31, 2024 File No. 001-34033 Dear Ms. Collins and Mr. Edgar: On behalf of Digi Internation

VIA EDGAR

February 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attention: Dave Edgar Re: Digi International Inc. Form 10-K for the fiscal year ended September 30, 2023 Form 8-K furnished on January 31, 2024 File No. 001-34033 Ladies and Gentlemen: Set forth below is the response of Digi International

DGII / Digi International Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0759-digiinternationalinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Digi International Inc Title of Class of Securities: Common Stock CUSIP Number: 253798102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to d

DGII / Digi International Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16 )* Digi International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 253798102 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNA

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 29, 2024 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 31, 2024 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

Digi International Reports First Fiscal Quarter 2024 Results

Exhibit 99.1 Digi International Reports First Fiscal Quarter 2024 Results Revenue of $106M, Record End of Quarter ARR of $108M ARR Surpasses Quarterly Revenue for First Time Cash Flow From Operations was $19 Million (Minneapolis, MN, January 31, 2024) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services

DGII / Digi International Inc. / Conestoga Capital Advisors, LLC - CONESTOGA CAPITAL ADVISORS Passive Investment

SC 13G/A 1 dgiia110524.htm CONESTOGA CAPITAL ADVISORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Digi International, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253798102 (CUSIP Number) January 05, 2024 (Date of Event which Requires Filing of this

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 7, 2023 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

Credit Agreement dated December 7, 2023, by and among Digi International Inc. as the borrower, BMO Bank, N.A., as administrative and collateral agent, BMO Capital Markets Corp., BofA Securities, Inc. and MUFG Bank, Ltd., as joint lead arrangers and joint bookrunners, and other lenders from time-to-time party thereto

Exhibit 10.1 $250,000,000 REVOLVING CREDIT AGREEMENT dated as of December 7, 2023 by and among DIGI INTERNATIONAL INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO, and BMO BANK N.A., as Administrative Agent and Collateral Agent BMO CAPITAL MARKETS CORP., BofA SECURITIES, INC. and MUFG BANK, LTD., as Joint Lead Arrangers and Joint Bookrunners Table of C

Digi International Enters into New Senior Secured Credit Facility Expect to Save ~$4M in Interest Payments in First Year

Exhibit 99.1 Digi International Enters into New Senior Secured Credit Facility Expect to Save ~$4M in Interest Payments in First Year (Minneapolis, MN, December 11, 2023) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced it has entered into a new senior secured credit fa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 27, 2023 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. E

Transition and Separation Agreement with Radha Chavali, dated November 30, 2023

Exhibit 10.1 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (“Agreement”) is entered into by and between Radha Chavali (“Employee”) and Digi International Inc. (“Digi”), effective as of November 30, 2023 (“Effective Date”). RECITALS A.           Employee has been employed by Digi, and is currently employed as Senior Vice President and Chief Information Officer. B.    

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Consent of Grant Thornton LLP

Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-3 (File No.

Consent of Deloitte & Touche LLP

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated November 23, 2022, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Digi International Inc.

Subsidiaries of the Company

Exhibit 21 Subsidiaries of the Company Name Jurisdiction Accelerated Concepts, Inc.

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances un

Powers of Attorney

Exhibit 24 DIGI INTERNATIONAL INC. Power of Attorney The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint James J. Loch and David H. Sampsell, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and af

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIONAL

Policy Relating to Recovery of Erroneously Awarded Compensation

DIGI INTERNATIONAL INC. Mandatory Clawback Policy Adopted November 7, 2023 A.Policy The Board of Directors (the “Board”) of Digi International Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces that pay-for-performance is a significant component of the Company’s co

Digi International Reports Fourth Fiscal Quarter and Full Year 2023 Results

Exhibit 99.1 Digi International Reports Fourth Fiscal Quarter and Full Fiscal 2023 Results Record Annual Revenue of $445M, End of Quarter ARR of $106M Full Year EPS of $0.67, Adjusted EPS of $1.99 (Minneapolis, MN, November 9, 2023) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, toda

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 9, 2023 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

DGII / Digi International, Inc. / Conestoga Capital Advisors, LLC - CONESTOGA CAPITAL ADVISORS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Digi International, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253798102 (CUSIP Number) November 03, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATION

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)

Exhibit No. 10(b) Digi International Inc. 2021 Omnibus Incentive Plan Performance Stock Unit Award Agreement Digi International, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants an Award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Award Agreement (the

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Digi International Reports Third Fiscal Quarter 2023 Results

Exhibit 99.1 Digi International Reports Third Fiscal Quarter 2023 Results Record Quarterly Revenue of $112M, End of Quarter ARR of $104M EPS of $0.18, Adjusted EPS of $0.50 (Minneapolis, MN, August 3, 2023) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial

1

August 3, 2023 Dear Fellow Stockholders: Guided by our mission to connect the world’s machines, we are excited to report our tenth consecutive quarter of record revenue results.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 3, 2023 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Empl

Consent of Grant Thornton LLP.

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated November 23, 2022, with respect to the consolidated financial statements and internal control over financial reporting of Digi International Inc.

Filed Electronically

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) DIGI INTERNATIONAL INC.

Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated

As filed with the Securities and Exchange Commission on June 9, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE Securities Act of 1933 DIGI INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) Delaware 41-1532464 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated

  Exhibit 99(a)   Digi International Inc. 2021 Omnibus Incentive Plan (as Amended and Restated)   1.       Purpose. The purpose of the Digi International Inc. 2021 Omnibus Incentive Plan (the “Plan”) is to promote the interests of the Company and its stockholders by providing key personnel of the Company and its Affiliates and Non-Employee Directors with an opportunity to acquire a proprietary int

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-34033 (State or other jurisdiction of incorporation) (Commission file number) 9350 Excelsior Blvd., Suite 700 Hopkins, Minnesota 55343 (Address of principal executive offices) (Zip Code) David H. Samp

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

EX-1.01 2 tm2317452d1ex1-01.htm EXHIBIT 1.01 Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (this “Report”) of Digi International Inc. (“Company,” “we,” “us” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2022 to December 31,

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIO

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

May 4, 2023

May 4, 2023 Dear Fellow Stockholders: We are pleased to report our ninth consecutive quarter of record results.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 4, 2023 Date of report (date of earliest event reported) Digi International Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 4, 2023 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Employe

Digi International Reports Second Fiscal Quarter 2023 Results

Exhibit 99.1 Digi International Reports Second Fiscal Quarter 2023 results Record Quarterly Revenue of $111M, End of Quarter ARR of $99M EPS of $0.16, Adjusted EPS of $0.50 (Minneapolis, MN, May 4, 2023) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial res

DGII / Digi International Inc. / MAIRS & POWER INC Passive Investment

SC 13G/A 1 mairspower-dgii123122a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* DIGI International Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253798102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec

DGII / Digi International Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15 )* Digi International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 253798102 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

DGII / Digi International Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Digi International Inc. Title of Class of Securities: Common Stock CUSIP Number: 253798102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is file

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNA

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 2, 2023 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

February 2, 2023

February 2, 2023 Dear Fellow Stockholders: We continue to make advances in our mission to transform our customers’ work by enabling their teams to remotely monitor and manage their machines.

Digi International Reports First Fiscal Quarter 2023 Results

Exhibit 99.1 Digi International Reports First Fiscal Quarter 2023 results Record Quarterly Revenue of $109M, End of Quarter ARR of $96M EPS of $0.16, Adjusted EPS of $0.48 (Minneapolis, MN, February 2, 2023) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial

Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated

Exhibit 10.1 Digi International Inc. 2021 Omnibus Incentive Plan 1. Purpose. The purpose of the Digi International Inc. 2021 Omnibus Incentive Plan (the “Plan”) is to promote the interests of the Company and its stockholders by providing key personnel of the Company and its Affiliates and Non-Employee Directors with an opportunity to acquire a proprietary interest in the Company and thereby develo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 27, 2023 Date of report (date of earliest event reported) Digi Internationa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 27, 2023 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm2232425-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

Letter from Grant Thornton LLP, dated December 5, 2022

Exhibit 16.1 December 5, 2022 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Digi International Inc. File No. 1-34033 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Digi International Inc. dated December 5, 2022, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 30, 2022 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIONAL

Description of Securities

Exhibit 4 DESCRIPTION OF CAPITAL STOCK The summary of the general terms and provisions of the capital stock of Digi International Inc.

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances un

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Powers of Attorney

Exhibit 24 DIGI INTERNATIONAL INC. Power of Attorney The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint James J. Loch and David H. Sampsell, and either of them, the undersigned?s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the undersigned?s name, place and stead, to sign and af

Subsidiaries of the Company

Exhibit 21 Subsidiaries of the Company Name Jurisdiction Accelerated Concepts, Inc.

Digi International Reports Fourth Fiscal Quarter and Full Year 2022 Results

Exhibit 99.1 Digi International Reports Fourth Fiscal Quarter and Full Fiscal 2022 results Record Annual Revenue of $388M, End of Quarter ARR of Over $94M Full Year EPS of $0.54, Adjusted EPS of $1.66 (Minneapolis, MN, November 10, 2022) - Digi International? Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 10, 2022 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. E

November 10, 2022

November 10, 2022 Dear Fellow Shareholders: Digi?s mission is to transform our customers? work by connecting their people and machines.

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATION

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

August 4, 2022

August 4, 2022 Dear Fellow Shareholders: We thank you for entrusting us as stewards of your capital.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 4, 2022 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Empl

Digi International Reports Third Fiscal Quarter 2022 Results

Exhibit 99.1 Digi International Reports Third Fiscal Quarter 2022 results Record Quarterly Revenues of $104M Record End of Quarter ARR of $92M (Minneapolis, MN, August 4, 2022) - Digi International? Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial results for its third fiscal q

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 29, 2022 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-34033 (State or other jurisdiction of incorporation or organization) 9350 Excelsior Blvd., Suite 700 Hopkins, Minnesota (Commission file number) 55343 (Address of principal executive offices) (Zip Cod

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (the ?Report?) of Digi International Inc. (?Company,? ?we,? ?us? or ?our?) has been prepared pursuant to Rule 13p-1 and Form SD (the ?Rule?) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2021 to December 31, 2021. The Rule requires disclosure of certain infor

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Digi International Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circums

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Digi International Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-340

As filed with the Securities and Exchange Commission on May 13, 2022.

As filed with the Securities and Exchange Commission on May 13, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE Securities Act of 1933 DIGI INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) Delaware 41-1532464 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

Consent of Grant Thornton LLP

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated November 24, 2021, with respect to the consolidated financial statements and internal control over financial reporting of Digi International Inc.

Filed Electronically

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) DIGI INTERNATIONAL INC.

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIO

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Digi International Reports Second Fiscal Quarter 2022 Results

Exhibit 99.1 Digi International Reports Second Fiscal Quarter 2022 results Record Quarterly Revenues of $95M Record ARR of $90M (Minneapolis, MN, May 4, 2022) - Digi International? Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial results for its second fiscal quarter ended Marc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 4, 2022 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Employe

DGII / Digi International Inc. / MAIRS & POWER INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

DGII / Digi International Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Digi International Inc. Title of Class of Securities: Common Stock CUSIP Number: 253798102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is file

DGII / Digi International Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14 )* Digi International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 253798102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNA

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated

Exhibit 10.1 Digi International Inc. 2021 Omnibus Incentive Plan 1. Purpose. The purpose of the Digi International Inc. 2021 Omnibus Incentive Plan (the ?Plan?) is to promote the interests of the Company and its stockholders by providing key personnel of the Company and its Affiliates and Non-Employee Directors with an opportunity to acquire a proprietary interest in the Company and thereby develo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 28, 2022 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 2, 2022 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

Digi International Reports First Fiscal Quarter 2022 Results

Exhibit 99.1 Digi International Reports First Fiscal Quarter 2022 results Acquisition of Ventus completed in November Record Quarterly Revenues of $84.3M (Minneapolis, MN, February 2, 2022) - Digi International? Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial results for its f

Ventus Holdings, LLC and Subsidiaries Consolidated Financial Statements December 31, 2019

Exhibit 99.3 Ventus Holdings, LLC and Subsidiaries Consolidated Financial Statements December 31, 2019 Ventus Holdings, LLC and Subsidiaries Index to Consolidated Financial Statements December 31, 2019 Page(s) Independent Auditor?s Report 1-2 Financial Statements: Consolidated Balance Sheet 3 Consolidated Statement of Operations 4 Consolidated Statement of Changes in Members? Equity 5 Consolidated

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information as of June 30, 2021, for the nine-month period then ended and the twelve month period ended September 30, 2020, combines the historical consolidated financial position and results of operations of Digi International Inc. (?Digi? or ?the C

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 1, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file

Third Amended and Restated Credit Agreement dated as of December 22, 2021, by and among Digi International Inc., as the Borrower, BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as sole lead arranger and book runner, and the other lenders from time-to-time party thereto.

Exhibit 10.1 Execution Version $385,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2021 by and among DIGI INTERNATIONAL INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO, and BMO HARRIS BANK N.A., as Administrative Agent and Collateral Agent BMO CAPITAL MARKETS CORP., as Sole Lead Arranger and Sole Bookrunner Table of Conte

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 23, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

DEF 14A 1 tm2135501-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Powers of Attorney

Exhibit 24 DIGI INTERNATIONAL INC. Power of Attorney The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint James J. Loch and David H. Sampsell, and either of them, the undersigned?s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the undersigned?s name, place and stead, to sign and af

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIONAL

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances un

Subsidiaries of the Company

Exhibit 21 Subsidiaries of the Company Name Jurisdiction Accelerated Concepts, Inc.

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Description of Securities

Exhibit 4 DESCRIPTION OF CAPITAL STOCK The summary of the general terms and provisions of the capital stock of Digi International Inc.

Digi International Inc. Condensed Consolidated Statements of Operations (In thousands, except per share amounts)

Exhibit 99.1 Digi International Reports Fourth Fiscal Quarter and Full Fiscal 2021 results Record Annual Revenue of $309M, ARR grows over 30% to nearly $38M Full Year EPS of $0.31, Adjusted EPS of $1.08 (Minneapolis, MN, November 10, 2021) - Digi International? Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solution

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 10, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. E

Purchase Agreement dated as of November 1, 2021 by and among Keith Charette, Steven Glaser, The Keith R. Charette DE Incomplete – Gift Non-Grantor Trust, Ventus Networks, LLC, Ventus Holdings, LLC, Ventus IP Holdings, LLC, Ventus Wireless Services, Inc., Ventus Wireless CA, Inc., VClipz, Inc., and Digi International Inc.

EX-2.1 2 tm2131473d1ex2-1.htm EXHIBIT 2.1T Exhibit 2.1 PURCHASE AGREEMENT among KEITH CHARETTE, STEVEN GLASER, THE KEITH R. CHARETTE DE INCOMPLETE – GIFT NON-GRANTOR TRUST, THE COMPANIES IDENTIFIED HEREIN and DIGI INTERNATIONAL INC. Dated as of November 1, 2021 Table of Contents Page Article 1 Definitions; Interpretation 1 1.1 Definitions 1 1.2 Interpretation. 16 Article 2 Purchase and Sale 17 2.1

Ventus Holdings Acquisition November 2021 | PUBLIC | © DIGI INTERNATIONAL INC. 2 Safe Harbor This presentation includes forward looking statements. These statements reflect our expectations about future operating and financial performance of both the

Exhibit 99.2 Ventus Holdings Acquisition November 2021 | PUBLIC | ? DIGI INTERNATIONAL INC. 2 Safe Harbor This presentation includes forward looking statements. These statements reflect our expectations about future operating and financial performance of both the acquired company and Digi following the acquisition and speak only as of the date of this presentation. Actual results, performance, or

Third Amended and Restated Credit Agreement dated December 22, 2021, by and among Digi International Inc. as the Borrower, BMO Harris Bank N.A., as the administrative agent and collateral agent, BMO Capital Markets Corp, as the sole lead arranger and book runner, and other lenders from time-to-time party thereto.

Exhibit 10.1 $385,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 1, 2021 by and among DIGI INTERNATIONAL INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO, and BMO HARRIS BANK N.A., as Administrative Agent and Collateral Agent BMO CAPITAL MARKETS CORP., as Sole Lead Arranger and Sole Bookrunner Table of Contents Page SECTION 1

Digi International Acquires Ventus Holdings, Leader in Managed Network-as-a-Service Portfolio Expanded with Solutions to Simplify Enterprise WAN Management with Largest Acquisition in Company History

Exhibit 99.1 For Immediate Release Digi International Acquires Ventus Holdings, Leader in Managed Network-as-a-Service Portfolio Expanded with Solutions to Simplify Enterprise WAN Management with Largest Acquisition in Company History HOPKINS, Minn, Nov. 2, 2021 - Digi International, (NASDAQ: DGII, www.digi.com), a leading global provider of Internet of Things (IoT) connectivity products and servi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 1, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 23, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATION

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 4, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Empl

Double Digit Growth Leads to Record Quarterly Revenue of $79.1M ARR Growth Outpaces Revenue Growth

Exhibit 99.1 Digi International Reports Third Fiscal Quarter 2021 Results Double Digit Growth Leads to Record Quarterly Revenue of $79.1M ARR Growth Outpaces Revenue Growth Acquisition of Ctek (Minneapolis, MN, August 4, 2021) - Digi International? Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today anno

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (the ?Report?) of Digi International Inc. (?Company,? ?we,? ?us? or ?our?) has been prepared pursuant to Rule 13p-1 and Form SD (the ?Rule?) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2020 to December 31, 2020. The Rule requires disclosure of certain infor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-34033 41-1532464 (State or other jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-34033 41-1532464 (State or other jurisdiction of incorporation or organization) (Commission file number) (I.R.S. Employer Identification No.) 9350 Excelsior Blvd., Suite 700 Hopkins, Minnesota 55343 (

Consent of Grant Thornton LLP

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated November 25, 2020, with respect to the consolidated financial statements and internal control over financial reporting of Digi International Inc.

Form S-8 (File No. 333-256288)

As filed with the Securities and Exchange Commission on May 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE Securities Act of 1933 DIGI INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) Delaware 41-1532464 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration No.

Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)

Exhibit 10(d) Digi International Inc. 2021 Omnibus Incentive Plan Restricted Stock Unit Award Agreement Digi International, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the ?Agree

Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)

Exhibit 10(g) Digi International Inc. 2021 Omnibus Incentive Plan (Executive) Performance Stock Unit Award Agreement Digi International, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants an Award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Award Agreem

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIO

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)

Exhibit 10(f) Notice of Grant of Stock Options and Option Agreement (Employee) Digi International Inc.

Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)

Exhibit 10(b) Digi International Inc. 2021 Omnibus Incentive Plan (Director) Restricted Stock Unit Award Agreement Digi International, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan (the ?Plan?), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)

EX-10.C 3 dgii-ex10c2021331x10q.htm EX-10.C Exhibit 10(c) Digi International Inc. 2021 Omnibus Incentive Plan (Executive) Restricted Stock Unit Award Agreement Digi International, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth i

Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)

Exhibit 10(e) Notice of Grant of Stock Options and Option Agreement (Executive) Digi International Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 5, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Employe

Digi International Reports Second Fiscal Quarter 2021 Results

EX-99.1 2 dgii-ex991202155.htm EX-99.1 Exhibit 99.1 Digi International Reports Second Fiscal Quarter 2021 Results Record Quarterly Revenue of $77.3M Improved Capital Structure: Equity Raise, Debt Reconfiguration and Expansion Acquisition of Haxiot, Inc. Completed in March (Minneapolis, MN, May 5, 2021) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission cri

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 15, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Empl

Amended and Restated Credit Agreement dated as of March 15, 2021, with BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as joint lead arranger and sole book runner and Silicon Valley Bank, as joint lead arranger and syndication agent, and the other lenders from time to time party thereto.*

EX-10.1 2 tm2110056d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 $200,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 15, 2021 by and among DIGI INTERNATIONAL INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO, and bMO HARRIS BANK N.A., as Administrative Agent and Collateral Agent BMO CAPITAL MARKETS CORP., as Joint Lead Arranger and Sole Bookru

Digi International Announces Pricing of Public Offering of Common Stock

EX-99.2 5 tm217969d5ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Digi International Announces Pricing of Public Offering of Common Stock Hopkins, Minn., Mar. 3, 2021 (BUSINESS WIRE) – Digi International Inc. (Nasdaq: DGII) (Digi), a leading global provider of business and mission critical Internet of Things (IoT) products, services and solutions, announced today the pricing of an underwritten registered p

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5)? Registration No. 333-253781? CALCULATION OF REGISTRATION FEE ? ? Title of each class of securities to be registered ? ? ? Amount to be registered(1) ? ? ? Maximum offering price per share ? ? ? Maximum aggregate offering price ? ? ? Amount of registration fee(2) ? Common stock, par value $0.01 per share ? ? ? 4,025,000 ? ? ? $19.50 ? ? ? $78,487,

Digi International Announces Proposed Public Offering of Common Stock

EX-99.1 4 tm217969d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Digi International Announces Proposed Public Offering of Common Stock Hopkins, Minn., Mar. 2, 2021 (Business Wire) – Digi International Inc. (Nasdaq: DGII) (Digi), a leading global provider of business and mission critical Internet of Things (IoT) products, services and solutions, announced today that it intends to offer and sell shares of i

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 2, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Emplo

Purchase Agreement, dated as of March 3, 2021, by and between Digi International Inc. and Piper Sandler & Co., as representative of the several underwriters named in Schedule I thereto.

EX-1.1 2 tm217969d5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 3,500,000 Shares1 Digi International Inc. Common Stock PURCHASE AGREEMENT March 3, 2021 PIPER SANDLER & CO. As Representative of the several Underwriters named in Schedule I hereto c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: Digi International Inc., a Delaware corporation (the

SUBJECT TO COMPLETION, DATED MARCH 2, 2021

TABLE OF CONTENTS The information contained in this preliminary prospectus supplement is not complete and may be changed.

- S-3ASR

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 2, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DIGI International Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13 )* Digi International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 253798102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Digi International Inc. Title of Class of Securities: Common Stock CUSIP Number: 253798102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is file

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 29, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

Digi International Inc. 2021 Omnibus Incentive Plan

Exhibit 10.1 Digi International Inc. 2021 Omnibus Incentive Plan 1. Purpose. The purpose of the Digi International Inc. 2021 Omnibus Incentive Plan (the “Plan”) is to promote the interests of the Company and its stockholders by providing key personnel of the Company and its Affiliates and Non-Employee Directors with an opportunity to acquire a proprietary interest in the Company and thereby develo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 3, 2021 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Em

Digi International Reports First Fiscal Quarter 2021 Results

EX-99.1 2 dgii-ex991202123.htm EX-99.1 Exhibit 99.1 Digi International Reports First Fiscal Quarter 2021 Results Record Fiscal First Quarter Revenue of $73.1M Over 5,000 Subscribers Added to IoT Solutions Debt Pay Down of $15M Results in Net Cash Positive Position (Minneapolis, MN, February 3, 2021) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critic

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

our definitive proxy statement on Schedule 14A, filed with the SEC on December 18, 2020 (solely with respect to the portions thereof incorporated by reference into our Annual Report on Form 10-K);

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Subsidiaries of the Company

EX-21 3 dgii-ex212020930x10xk.htm EX-21 Exhibit 21 Subsidiaries of the Company Name Jurisdiction Accelerated Concepts, Inc. Florida, United States Accelerated Concepts Pty Ltd. Australia Digi International Canada Inc. Ontario, Canada Digi International GmbH Germany Digi International (HK) Ltd. Hong Kong Digi International Kabushikikaisha Japan Digi International Limited United Kingdom Digi Interna

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this annual report on Form 10-K of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances un

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATIONAL

Powers of Attorney

EX-24 5 dgii-ex242020930x10xk.htm EX-24 Exhibit 24 DIGI INTERNATIONAL INC. Power of Attorney The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint James J. Loch and David H. Sampsell, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the undersigned

Description of Securities

Exhibit 4 DESCRIPTION OF CAPITAL STOCK The summary of the general terms and provisions of the capital stock of Digi International Inc.

Digi International Reports Fourth Fiscal Quarter and Full Year 2020 Results

Exhibit 99.1 Digi International Reports Fourth Fiscal Quarter and Full Fiscal 2020 Results Record Annual Revenue of $279M, Full Year EPS at $0.28, Adjusted EPS grows 48% to $0.98 Balance Sheet Strengthens on over $15M Debt Pay Down (Minneapolis, MN, November 12, 2020) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") pr

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 12, 2020 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Costs Associated with Exit or Disposal Activities - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 7, 2020 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Emp

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34033 DIGI INTERNATION

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit No. 31(a) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald E. Konezny, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumsta

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit No. 31(b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Loch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Digi International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 6, 2020 Date of report (date of earliest event reported) Digi International Inc. (Exact name of registrant as specified in its charter) Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Empl

Digi International Reports Third Fiscal Quarter 2020 Results

EX-99.1 2 dgii-ex991202086.htm EX-99.1 Exhibit 99.1 Digi International Reports Third Fiscal Quarter 2020 Results Record Fiscal Third Quarter Results Revenue Exceeds $70M, EPS at $0.06, Adjusted EPS grows 44% to $0.23 Balance Sheet Strengthens on over $30M Debt Pay Down (Minneapolis, MN, August 6, 2020) - Digi International® Inc. (Nasdaq: DGII), a leading global provider of business and mission cri

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Digi International Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-34033 41-1532464 (State or other jurisdiction of incorporation or organization) (Commission file number) (I.R.S. Employer Identification No.) 9350 Excelsior Blvd., Suite 700 Hopkins, Minnesota 55343 (

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (the “Report”) of Digi International Inc. (“Company,” “we,” “us” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2019 to December 31, 2019. The Rule requires disclosure of certain infor

- FORM S-8

As filed with the Securities and Exchange Commission on May 22, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE Securities Act of 1933 DIGI INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) Delaware 41-1532464 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

Consent of Grant Thornton LLP

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated November 27, 2019, with respect to the consolidated financial statements and internal control over financial reporting of Digi International Inc.

- FORM S-8

As filed with the Securities and Exchange Commission on May 22, 2020 Registration No.

Form of (Executive) Notice of Grant of Stock Options and Option Agreement

EX-10.B.IV 7 dgii-ex10biv2020331x10q.htm EXHIBIT 10.B.IV Exhibit 10(b)(iv) Notice of Grant of Stock Options and Option Agreement (Executive) Digi International Inc. ID: 41-1532464 9350 Excelsior Blvd., Suite 700 Hopkins, MN 55343 [Optionee] [Address] [City, State, County, Zip Code] Option Number: Plan: 2020 Omnibus Incentive Plan ID: Effective [date], Digi International Inc. (the “Company”), pursu

First Amendment to Credit Agreement dated as of April 14, 2020 by and among Digi International, Inc. the other loan parties signatory thereto, each Lender under the Credit Agreement party thereto and BMO Harris Bank, N.A., as administrative agent

Exhibit 10 (c) First Amendment to Credit Agreement This First Amendment to Credit Agreement (this “Amendment”) is made as of April 14, 2020, by and among Digi International Inc.

Form of (Employee) Notice of Grant of Stock Options and Option Agreement

Exhibit 10(b)(v) Notice of Grant of Stock Options and Option Agreement (Employee) Digi International Inc.

Form of (Executive) Restricted Stock Unit Award Agreement

Exhibit 10(b)(ii) Digi International Inc. 2020 Omnibus Incentive Plan (Executive) Restricted Stock Unit Award Agreement Digi International, Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan (the “Plan”), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agree

Digi International Inc. 2020 Omnibus Incentive Plan

Exhibit 10(b) Digi International Inc. 2020 Omnibus Incentive Plan 1.Purpose. The purpose of the Digi International Inc. 2020 Omnibus Incentive Plan (the “Plan”) is to promote the interests of the Company and its stockholders by providing key personnel of the Company and its Affiliates and Non-Employee Directors with an opportunity to acquire a proprietary interest in the Company and thereby develo

Form of (Director) Restricted Stock Unit Award Agreement

Exhibit 10 (b)(i) Exhibit 10(b)(i) Digi International Inc. 2020 Omnibus Incentive Plan (Director) Restricted Stock Unit Award Agreement Digi International, Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan (the “Plan”), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock

Form of (Employee) Restricted Stock Unit Award Agreement

EX-10.B.III 6 dgii-ex10biii2020331x1.htm EXHIBIT 10.B.III Exhibit 10(b)(iii) Digi International Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement Digi International, Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan (the “Plan”), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set